## SQLWAYS LICENSE AGREEMENT

Copyright (C) 1999-2004 Ispirer Systems Ltd. All Rights Reserved.

> ### GENERAL TERMS

> PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING SQLWAYS (THE "SOFTWARE"). ISPIRER SYSTEMS WILL LICENSE THE SOFTWARE TO YOU ONLY IF YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT. BY USING THE SOFTWARE YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST REMOVE THE SOFTWARE FROM YOUR STORAGE DEVICES AND CEASE TO USE THE SOFTWARE.

> The parties to this Agreement are the Ispirer Systems Ltd and the User. The "User" is the person or organization that orders and will pay the fee for the use of one or more products offered by Ispirer Systems Ltd. The Software is owned by Ispirer Systems Ltd, and is copyrighted and licensed, not sold. The term "Software" means the original Software and all whole or partial copies of it. The Software consists of machine-readable instructions, its components, data, visual content (such as images, text, or pictures), and related licensed materials.

> ### EVALUATION LICENSE

> This is not free Software. The User is hereby licensed by Ispirer Systems Ltd to use one copy of the Software, on one (1) computer or workstation, for evaluation purposes without charge for a period of 31 days. If the User wishes to use this Software after the 31 day evaluation period a registration fee is required.

> The Evaluation version enables the User to convert not more than 10 objects (tables, views, functions, stored procedures and triggers). During conversion, the first seven rows of each table are skipped.

> Unregistered use of the Software after the 31-day evaluation period is in violation of U.S. and international copyright laws.

> ### LICENSE - USE OF THE SOFTWARE

> Ispirer Systems Ltd grants the User a nonexclusive, non-transferrable license to use the Software.

> ### LICENSE FOR INTERNAL USE

> For internal use, each licensed copy of the Software may either be used by a single person who uses the Software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both.

> ### LICENSE FOR COMMERCIAL USE

> For system integrators, consultants, VARs, ISVs, resellers, developers, service providers or IT professionals who provide solutions based on the Software to third parties, a license is required for each project in which the Software is applied.

> Each licensed copy of the Software may either be used by a single person who uses the Software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both.

> ### LICENSE LIMITATIONS

> The User is expected to use SQLWays in accordance with specific license limitations restricting the number of different database objects (tables, views, functions, stored procedures and triggers) migrated between each pair of databases or exported from each database (in case of solely exporting objects). This number of database objects shall not be exceeded as per specific license limitations. Simultaneously, it should be realized that one and the same database object can be converted an unlimited number of times.

> The User can obtain a license for 100, 500 or unlimited number of database objects. The limitations are as follows: with 100-object license the User may migrate up to 100 database objects, with 300-object license up to 300 database objects and with unlimited license unlimited number of database objects.

> ### UPGRADES

> The User is entitled to obtain free upgrades for the period of one year following the moment of purchasing the Software. In the year following purchasing the Software the User is entitled to purchase the updated version of the Software with a 50% discount of the initial price.

> ### NO WARRANTY

> The Software is being delivered to the User "AS IS" and Ispirer Systems Ltd makes no warranty as to its use or performance.

> ISPIRER SYSTEMS LTD DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THE CUSTOMER MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO THE CUSTOMER IN THE CUSTOMER’S JURISDICTION, ISPIRER SYSTEMS LTD MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

> ### LIMITATION OF LIABILITY

> IN NO EVENT WILL ISPIRER SYSTEMS LTD BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ISPIRER SYSTEMS LTD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE CUSTOMER’S JURISDICTION. ISPIRER SYSTEMS LTD' AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

> ### APPLICABLE LAW AND SETTLEMENT OF DISPUTES

> This agreement shall be governed by law of state of New York as well as by relevant international intellectual property law treaties. Any controversy or claim arising out of or relating to this licence agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If the AAA is selected as the administrating agency, the claim is filed together with a filing fee based upon the amount of the claim.

> ###